STOCK PURCHASE AND EXCHANGE AGREEMENT

THIS STOCK PURCHASE AND EXCHANGE AGREEMENT ("Agreement") is executed and entered
     into  effective  the date set forth below by and between KBS  Technologies,
     Inc. ("KBS") and Denver Oil & Mineral Corporation. ("Denver").

WHEREAS, Denver owns a non-cost bearing overriding royalty interest in the oil
and gas mineral estate in US federal waters on the Outer Continental Shelf off
the coast of California as described in Exhibit A hereto (Royalty); and

WHEREAS, KBS has filed a Form 10-SB with the SEC and has cleared all comments
from the SEC with respect thereto; and

WHEREAS, Denver desires to exchange the Royalty for common stock of KBS, and
KBS desires to acquire the Royalty in exchange for the issuance of its common
stock to Denver therefor; and

WHEREAS, the parties have set forth herein the terms and conditions upon which
the exchange of KBS shares for the Royalty will take place.

NOW, THEREFORE, for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, and subject to the
terms and conditions of this Agreement, the parties agree as follows:

1. Exchange
of Royalty for KBS Shares. At the Closing, Denver agrees to sell, assign,
convey, transfer and deliver to KBS at the Closing, and KBS agrees to issue to
Denver the number of shares of common stock of KBS listed in Exhibit C in
exchange for the Royalty in accordance with the terms and conditions set forth
herein.

2.
Closing. Subject to satisfaction of all the conditions precedent to the
Closing, the Closing shall take place at the offices of Frederick K. Slicker,
4444 East 66th Street, Suite 201, Tulsa, OK 74136-4206, as soon as
possible after the execution of the Agreement at a mutually agreed date, no
later than June 20, 2000, or at such other place and time as soon thereafter as
possible as may be mutually agreed between the parties hereto in writing. The
parties may mutually agree to extend the time for Closing.


(a)      Deliveries  by KBS at Closing.  At the  Closing,  KBS shall  deliver
         to Denver or to the designees of Denver:

(i)      Certificates  representing  the Shares in the names and amounts
         designated  by Denver; and

(ii)     An executed officer's certificate; and


Such other documents as shall be reasonably required or necessary to consummate
the transactions contemplated by this Agreement as the parties shall agree.

(b)      Deliveries by Denver at Closing.  At the Closing, Denver shall deliver
         to KBS:

(i)      The  executed  and  acknowledged  Assignment  of  Overriding  Royalty
         Interest ("Assignment") covering the Royalty to KBS; and

Such other documents as shall be reasonably required or necessary to consummate
the transactions contemplated by this Agreement as the parties mutually agree.

3.       Representations and Warranties of KBS.
         KBS represents and warrants to Denver that:

(a)      Organization,  Good Standing and Corporate  Power.  KBS is a
         corporation duly organized, validly existing and in good standing
         under the laws of the State of Oklahoma,  with all requisite
         corporate power and authority to carry on the business of KBS as now
         conducted and to consummate  the  transactions  contemplated hereby.

(b)      Authorization.  The execution,  delivery and  performance of
         this  Agreement  and  the   consummation   of  the   transactions
         contemplated  hereby have been duly and validly authorized by all
         necessary corporate action on the part of KBS; and this Agreement
         is a valid and legally  binding  obligation of KBS enforceable in
         accordance  with its terms,  except as enforcement may be limited
         by bankruptcy,  insolvency,  moratorium or similar laws affecting
         the enforcement of creditors'  rights and by the  availability of
         injunctive relief or specific performance.

(c)      No  Conflicting  Agreements.  Neither the  execution  and delivery of
         this  Agreement by

         KBS nor the  fulfillment  of or  compliance by KBS with the terms
         thereof  will  result in a breach  of the  terms,  conditions  or
         provisions  of, or  constitute  a default  under,  or result in a
         violation  of,  the  corporate  charter  or  bylaws of KBS or any
         agreement,  contract,  instrument,  order,  judgment or decree to
         which KBS is a party or by which it or its assets  are bound,  or
         violate any provision of any  applicable  law,  statute,  rule or
         regulation or any order,  decree, writ or injunction of any court
         or governmental  entity which materially  affects the business of
         KBS.

(d)      Consents.   No  consent  from  or  approval  of  any  court,
         governmental   entity  or  any  other   person  is  necessary  in
         connection  with the  execution  and  performance  by KBS of this
         Agreement  or  the  transactions  contemplated  hereby;  and  the
         consummation  of the  transactions  contemplated  hereby will not
         require the  approval of any entity or person  which has not been
         obtained  in order to prevent  the  termination  of any  material
         right, privilege, license or agreement of KBS.

(e)      The Shares.  The Shares have been duly and validly authorized
         for issuance to Denver  pursuant to the terms and  conditions  of
         this Agreement,  and when issued in exchange for the Royalty will
         be duly authorized,  validly issued,  fully paid,  non-assessable
         and free and  clear of all  claims,  liens,  mortgages,  options,
         restrictions, security agreements and other encumbrances of every
         kind or nature  whatsoever.  The Shares issued to Denver pursuant
         to this Agreement  represent  approximately 93% of the issued and
         outstanding  shares of common stock of KBS immediately  after the
         date of Closing.

(f)      Form 10-SB and  Financial  Statements.  The Form 10-SB of KBS
         and the financial statements of KBS ("KBS Financial  Statements")
         contained in its Form 10-SB  previously  delivered to Denver have
         been prepared in conformity  with generally  accepted  accounting
         principles  applied on a consistent basis,  except in the case of
         interim  statements  which do not include  complete  footnotes or
         customary  year-end  adjustments.  The KBS  Financial  Statements
         present  fairly  the  financial   position  and  the  results  of
         operations of KBS on the dates and for the periods shown therein.
         There have been no material  adverse changes in the nature of the
         business, the prospects of KBS, the value of the assets of KBS or
         the  financial  condition  of KBS  since  the  date  of  the  KBS
         Financial Statements.

(g)      Taxes.  All returns,  reports,  statements  and other similar
         filings  required to be filed by KBS with respect to any federal,
         state,  or  local  taxes,  assessments,   interests,   penalties,
         deficiencies,  fees and other governmental charges or impositions
         applicable  to the  operation  of KBS have  been  filed  with the
         appropriate  governmental  agencies in all jurisdictions in which
         such tax  returns  are  required  to be  filed;  and all such tax
         returns properly reflect in all material respects the liabilities
         of KBS for  taxes for the  periods,  property  or events  covered
         thereby.  All  taxes,  whether  or not  reflected  on  those  tax
         returns,  and all taxes  payable  from  operations  of KBS by any
         taxing authority, have been properly accrued or paid. KBS has not
         received  any notice of  assessment  or  proposed  assessment  in
         connection  with any tax  returns,  and there are no pending  tax
         examinations of or tax claims asserted  against KBS or any of its
         assets  or  properties.  KBS  has  not  extended  or  waived  the
         application  of any statute of  limitations  in any  jurisdiction
         regarding the assessment or collection of any taxes. There are no
         tax liens (other than any lien for current  taxes not yet due and
         payable) on any of the assets of KBS. KBS has no knowledge of any
         basis for any additional assessment of taxes upon KBS.

(h)      Absence of Certain Changes or Events.  KBS has not:

               (i) Sold,  encumbered,  assigned or transferred any its assets or
               properties,  except  for the sale of  inventory  in the  ordinary
               course of business consistent with past practice; or

               (ii)  Amended or  terminated  any material  agreement,  contract,
               commitment,  lease  or plan to which it is a party or by which it
               is bound; or

               (iii) Suffered any damage,  destruction  or loss,  whether or not
               covered by  insurance,  materially  and  adversely  affecting its
               business,  operations, assets or prospects of KBS or suffered any
               recurring or prolonged  shortage,  cessation or  interruption  of
               material   supplies  or  utilities  or  other  material  services
               required to conduct its business and operations; or

               (iv) Received notice or had knowledge of any actual or threatened
               labor trouble, strike or other occurrence,  event or condition of
               any  similar  character  which has had or might  have a  material
               adverse effect on its business,  operations,  assets or prospects
               of KBS; or

               (v) Made any material change in its customary  operating  methods
               (including  its  purchasing,   marketing,   selling  and  pricing
               practices  and  policies),  except for  changes  necessitated  by
               reduction or elimination of credit terms by the customers of KBS;
               or

               (vi) Made any commitments or agreements for capital  expenditures
               or capital additions or betterment,  except as may be involved in
               ordinary repair, maintenance or replacement of its assets of KBS;
               or
               (vii) Made any  advances  (excluding  advances  for  ordinary and
               necessary  business  expenses) or loans to any  employees or made
               any increase in, or any addition to, other  benefits to which any
               of its employees may be entitled; or

               (viii) Changed any of the accounting principles followed by it or
               the methods of applying such principles; or

               (ix) Entered into any  transaction  relating to KBS or the assets
               thereof other than in the ordinary course of business  consistent
               with past practice; or
               (x) Agreed,  whether in writing or otherwise,  to take any of the
               actions set forth in this paragraph.

(i)     Material  Contracts.
        KBS has previously provided to Denver a complete and correct copy
        of all material  agreements,  contracts and commitments,  whether
        written or oral, by which any of the assets of KBS is bound or to
        which KBS is a party or is bound and which relate to the business
        of KBS.

(j)     Compliance   with  Laws.  KBS  is  in  compliance  with  all
        applicable laws,  ordinances,  statutes,  rules,  regulations and
        orders  promulgated  by any  foreign,  federal,  state  or  local
        governmental  body or agency relating to the business of KBS; and
        KBS owns,  holds,  possesses or lawfully uses in the operation of
        its business, all franchises, licenses, permits, easement, right,
        application,  filing,  registration and other authorization which
        are necessary for it to conduct business,  all of which are valid
        and in full  force  and  effect,  and each is in full  compliance
        therewith.

(k)      Litigation.  There is no suit,  action  or any  arbitration,
         administrative,   legal  or  other  proceeding  of  any  kind  or
         character  or, to the  knowledge of KBS,  threatened  against KBS
         which would,  if  adversely  determined,  individually  or in the
         aggregate,  materially  and adversely  affect their assets or the
         business of KBS.

(l)     Books and Records.  The books and records of KBS are complete
        and  accurate,  fairly  present the  business  of KBS,  have been
        maintained  in  accordance  with  good  business  practices,  and
        accurately  reflect in all  material  respects  the  business and
        financial condition of KBS.

(m)     No Brokers'  Fees.  KBS has not incurred any form of brokers'
        fees, sales commissions,  finders' fees,  financial advisory fees
        or other fees or expenses  in  connection  with the  transactions
        contemplated hereby.

(n)     No  Undisclosed  Liabilities.  KBS does not have any material
        undisclosed  debt,  liability  or  obligation  that  would have a
        material adverse effect on the business or financial condition of
        KBS or the assets thereof for which Denver shall be liable in any
        respect.

(o)     Full Disclosure. All representations or warranties of KBS are
        true,  correct and complete in all material  respects on the date
        hereof and shall be true,  correct and  complete in all  material
        respects as of the Closing as if they were made on such date.

4.       Representations and Warranties of Denver.  Denver  represents and
         warrants to KBS that:

(a)     Authorization.  The execution,  delivery and  performance of
        this  Agreement  to which it is a party and the  consummation  by
        Denver of the transactions contemplated hereby have been duly and
        validly  authorized by Denver;  and this Agreement is a valid and
        legally  binding  obligation  of  Denver,   duly  enforceable  in
        accordance  with its terms,  except as enforcement may be limited
        by bankruptcy,  insolvency,  moratorium or similar laws affecting
        the enforcement of creditors'  rights and by the  availability of
        injunctive relief or specific performance.

(b)      No Conflicting  Agreements.  To the best knowledge of Denver,
         neither the  execution  or delivery  of this  Agreement,  nor the
         fulfillment  of  or  compliance  by  Denver  with  the  terms  or
         provisions  thereof,  will  result  in a  breach  of  the  terms,
         conditions or provisions  of, or constitute a default  under,  or
         result in a violation  of any  agreement,  contract,  instrument,
         order,  judgment or decree to which Denver is a party or by which
         Denver or the  Royalty is bound or violate any  provision  of any
         applicable law, statute, rule or regulation or any order, decree,
         writ or injunction of any court or  governmental  entity relating
         to Denver or the Royalty.

(c)      Ownership of the  Royalty.  Denver owns the Royalty free and
         clear of all  liens,  claims,  and  encumbrances  of every  kind,
         character and description;  and at the Closing, KBS shall acquire
         title to the  Royalty,  free  and  clear  of all  liens,  claims,
         encumbrances or impediments of title of every kind, character and
         description.  The  Royalty  is  assignable  to KBS in  accordance
         herewith.

(d)     No Brokers' Fees. Denver has incurred no brokers' fees, sales
        commissions, finders' fees, financial advisory fees or other fees
        or expenses for which KBS shall be liable.

(e)     Full Disclosure. All representations and warranties of Denver
        are true,  correct and complete in all  material  respects on the
        date  hereof  and  shall be true,  correct  and  complete  in all
        material  respects as of the Closing as if they were made on such
        date.

5.      Conditions Precedent to Closing.

(a)     Conditions  to  Closing  by KBS.  The  obligation  of KBS to
        complete the Closing is subject,  at the sole  discretion of KBS,
        to the  fulfillment  of each of the  following  conditions  at or
        prior to the Closing, and parties shall use their best good faith
        diligent reasonable efforts to cause each such condition to be so
        fulfilled:


All representations and warranties of Denver contained herein shall be true and
correct in all material respects when made and shall be true and correct at the
Closing as though made as of the time of Closing; and


All covenants, agreements and obligations required by the terms of this
Agreement to be performed by Denver at or before the Closing shall have been
duly and properly performed in all material respects; and

(iii)    Denver shall deliver the executed and acknowledged Assignment; and

(iv)     Denver shall have delivered to KBS the Bill of Sale; and

(v)      Denver shall have delivered to KBS the Subscription Agreement
         which is attached hereto as Exhibit B; and

(vi)     KBS shall be  satisfied,  in its sole  discretion,  with the
         results  of  reasonable  due  diligence   procedures   (including
         updates,  supplements and corrections) and all other  information
         and documentation  delivered by Denver relating to this Agreement
         or to the Royalty; and

(vii)    All necessary governmental approvals and any other required
         approvals  and consents  required of any person other than Denver
         shall have been duly  obtained,  to the extent such approvals and
         consents shall be necessary the full benefits of ownership of the
         Royalty; and

(viii)   No  action or  proceeding  at law or in  equity  shall be
         pending   which   seeks  to  enjoin   the   transactions   herein
         contemplated or materially interferes with the Royalty.

(b)      Conditions to Closing by Denver. The obligations of Denver to
         complete  the  Closing are  subject,  at the sole  discretion  of
         Denver, to the fulfillment of each of the following conditions at
         or prior to the  Closing,  and the  parties  shall use their best
         good  faith  diligent  reasonable  efforts  to  cause  each  such
         condition to be so fulfilled:

 (i)     All  representations  and warranties of KBS contained  herein
         shall be true and correct in all material  respects when made and
         at the Closing as though made as of the time of Closing; and

(ii)     All covenants,  agreements and  obligations  required by the
         terms of this  Agreement  to be performed by KBS at or before the
         Closing  shall  have  been  duly and  properly  performed  in all
         material respects; and


(iii)    KBS shall have delivered the Shares to Denver; and

(iv)     KBS shall have delivered to Denver a certificate executed by
         the President of KBS,  dated as of the Closing  Date,  certifying
         that the  conditions  set forth in clauses (i) and (ii) have been
         fulfilled; and


(v)     No action or  proceeding  at law or in equity  shall be  pending  which
        seeks to enjoin the transactions herein contemplated.

 6.     Investment  Representations  by Denver.  Denver represents and
        warrants  that  the  investment  representations  and  all  other
        information  regarding  Denver  set  forth  in  the  Subscription
        Agreement attached hereto as Exhibit B are true and correct.

7.      Notices.  Any  notice  or  other  communication  required  or
        permitted to be given  hereunder shall be in writing and shall be
        deemed to have been duly given on the date of receipt,  if served
        personally  on the party to whom  notice is to be given by actual
        in person delivery, telephone,  facsimile (confirmed in writing),
        telegraph or similar  means of  communication,  or on the 5th day
        after  transmission  or mailing (if mailed) and  addressed to the
        party to whom notice is to be given, by first class mail,  return
        receipt requested, postage prepaid as follows:

To KBS:                   Kipp Slicker, President
                          4444 East 66th Street, Suite 201
                          Tulsa, OK 74136-4206
                          Phone: 918-496-9020
                          Fax:     918-496-9024


To Denver:                William Stuart Price
                          C/o Denver Oil & Mineral Corporation
                          1020 Petroleum Club Building
                          601 South Boulder
                          Tulsa, OK 74119-1300
                          Phone: 918-599-0060
                          Fax:     918-599-0062

Each party shall be entitled to specify a different person or
address by giving notice as aforesaid to the other.

8.       Miscellaneous.

         (a) Entire  Agreement.  This Agreement and the Exhibits  attached
         thereto, constitute the entire agreement between the parties with
         respect to the subject matters hereof and supersede all prior and
         contemporaneous  agreements,  understandings,   negotiations  and
         discussions, whether oral or written. The Exhibits referred to in
         this  Agreement  are   incorporated   by  reference   herein  and
         constitute a part of this Agreement for all purposes.  All of the
         terms and provisions of this Agreement  shall be binding upon and
         shall  inure to the  benefit  of the  parties  hereto  and  their
         respective  permitted  transferees,  successors  and assigns.  No
         supplement,  modification  or waiver of this  Agreement  shall be
         binding unless  executed in writing by the parties.  No waiver of
         any of the provisions of this Agreement  shall be deemed or shall
         constitute a waiver of any other provision hereof, nor shall such
         waiver constitute a continuing waiver unless otherwise  expressly
         provided.   Paragraph  headings  are  not  to  be  considered  in
         interpreting this Agreement,  are included solely for convenience
         and are not intended to be a full or accurate  description of the
         contents thereof. This Agreement may be executed in counterparts,
         all of which taken  together  shall  constitute  one and the same
         instrument.

(b)      Expenses.  Each party agrees to pay all  reasonable  fees and
         expenses  incurred by them in connection with the negotiation and
         consummation of the transactions  contemplated hereby,  including
         all investment banking,  financial advisory,  legal,  accounting,
         finders' fees , brokers' fees, consultants' fees, transfer taxes,
         sales  taxes,  if any,  appraisal  and  other  fees and  expenses
         incurred.  Each party will hold the other party harmless from and
         against any and all claims or  liabilities  arising in connection
         therewith for which it is liable.

(c)      No Assignment.  Neither party hereto may assign its rights or
         obligations  hereunder  without the prior written  consent of the
         other.

(d)      Applicable Law. This Agreement  shall be governed,  construed
         and enforced inaccordance with the laws of the State of Oklahoma.

(e)      Parties in Interest.  Notwithstanding  any other provision of
         this  Agreement,  this  Agreement  shall not create any rights or
         benefits on behalf of any employee,  organization, third party or
         other person,  and this  Agreement  shall be effective only as to
         the parties hereto, their successors and permitted assigns.

(f)      Further Assurances. Each party agrees to execute, acknowledge
         and deliver all such further assignments,  conveyances,  transfer
         documents,  in form and  substance  reasonably  acceptable to the
         other, and other assurances as reasonably may be requested by the
         other party.

(g)      Illegality.  If a court of competent  jurisdiction  declares
         that any  provision of this  Agreement  or any Exhibit  hereto is
         illegal,  invalid or unenforceable,  then such provision shall be
         modified  automatically  to the  extent  necessary  to make  such
         provision  fully  enforceable.  If such court does not modify any
         such provision as contemplated herein, but instead declares it to
         be wholly illegal, invalid or unenforceable,  then such provision
         shall be severed from this Agreement and such  declaration  shall
         in no way affect the legality, validity and enforceability of the
         other provisions of this Agreement to which such declaration does
         not relate.  In this event,  this Agreement shall be construed as
         if it  did  not  contain  the  particular  provision  held  to be
         illegal, invalid or unenforceable,  the rights and obligations of
         the parties  hereto shall be construed and enforced  accordingly,
         and this Agreement shall remain in full force and effect.

(h)      Arbitration.  The  parties  agree to seek  with  good  faith
         diligent  efforts to resolve any differences or disputes that may
         arise in connection with this Agreement. In the event the parties
         do no reach a mutually agreed resolution of any such dispute, any
         party  may  initiate  arbitration  proceedings  pursuant  to  the
         Commercial  Rules  of  Arbitration  of the  American  Arbitration
         Association.  Each party agrees to submit to arbitration any such
         dispute   if  the  other   party   initiates   such   arbitration
         proceedings. The parties agree to be bound by the decision of the
         arbitrators,  which  decision  shall be final and binding for all
         purposes in accordance with applicable law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered this 19th day of June, 2000.

KBS Technologies, Inc. Denver Oil Mineral Corporation

By /s/ Frederick K. Slicker
Frederick K. Slicker, Vice President

By /s/ William Stuart Price
William Stuart Price, President

<PAGE>


             EXHIBIT A TO THE STOCK PURCHASE AND EXCHANGE AGREEMENT

                                 BY AND BETWEEN

                             KBS TECHNOLOGIES, INC.

                                      AND

          DENVER  OIL  MINERAL  CORPORATION  ASSIGNMENT  OF  OVERRIDING  ROYALTY
     INTEREST  KNOW  ALL  MEN  BY  THESE  PRESENTS:   That  DENVER  OIL  MINERAL
     CORPORATION,  hereinafter  referred to as  Assignor,  FOR GOOD AND VALUABLE
     CONSIDERATION,  the receipt and adequacy of which are hereby  acknowledged,
     does hereby grant, transfer, assign and convey unto KBS TECHONOLOGIES, INC.
     (which has determined to change its name to PACIFIC OIL, INC.), hereinafter
     referred  to as  Assignee,  its  successors  and  assigns,  subject  to the
     conditions stated below, all of Assignors right,  title and interest in and
     to that certain overriding royalty interest created under Farmout Agreement
     dated May 1, 1997,  entered into between  Shell  Frontier Oil Gas Inc.,  as
     Farmor,  and  CalResources  LLC,  as Farmee  (Farmout  Agreement)  which is
     attached  hereto as Exhibit A and made a part hereof for all  purposes.  As
     described therein, said overriding royalty interest equals one percent (1%)
     of one hundred percent (100%) of the oil, gas, and other minerals  produced
     and sold from those certain Federal Outer Continental Shelf Leases, Pacific
     Region,  as described on Exhibit B which is attached hereto and made a part
     hereof for all purposes  (Leases;).  Said overriding royalty interest shall
     be  proportionately  reduced  to  equal  the  percentage  of  Farmee’s
     ownership in the Leases as of the effective date of the Farmout  Agreement.
     Further,  said overriding  royalty interest being conveyed  hereunder shall
     bear and absorb the burden of all  royalty  interests,  overriding  royalty
     interests, production payments and any other burdens on production from the
     Leases that existed as of the effective  date of the Farmout  Agreement and
     proportionately  all  reasonable  costs  of  treating  and  separating  any
     production to which the overriding royalty applies.

          EXCEPT  AS SET  FORTH IN THAT  CERTAIN  STOCK  PURCHASE  AND  EXCHANGE
     AGREEMENT  TO WHICH  THIS  INSTRUMENT  IS EXHIBIT  A,  ASSIGNOR  MAKES THIS
     ASSIGNMENT OF OVERRIDING  ROYALTY  INTEREST  WITHOUT  WARRANTY  WHATSOEVER,
     EXPRESS,  STATUTORY OR IMPLIED AS TO TITLE,  DESCRIPTION,  QUALITY,  VALUE,
     FITNESS FOR PURPOSE,  MERCHANTABILITY,  OR OTHERWISE,  EXCEPT THAT ASSIGNOR
     SPECIFICALLY  WARRANTS TITLE TO THE OVERRIDING ROYALTY INTEREST BY, THROUGH
     AND UNDER ASSIGNOR, BUT NOT OTHERWISE.

          Assignee   acknowledges  that  Assignor  has  made  no  statements  or
     representations  concerning the present or future value of the  anticipated
     income, costs or profits, if any, to be derived from the overriding royalty
     interest being conveyed hereunder.

          TO HAVE AND TO HOLD the same unto Assignee, Assignees successors
     and assigns forever,  subject to the terms and provisions  contained in the
     Leases and any  agreements  or contracts  related to or connected  with the
     Leases.

          IN WITNESS  WHEREOF,  the  Assignment is executed,  delivered and made
     effective this 19th day of June, 2000.

ASSIGNOR:
DENVER OIL & MINERAL CORPORATION
By /s/ William Stuart Price
William Stuart Price, President and Sole Shareholder

ASSIGNEE:
KBS  TECHNOLOGIES,  INC. ( which is in the process of changing its name to
PACIFIC OIL, INC.)
By /s/ Frederick K. Slicker
Frederick K. Slicker, Vice President and General Counsel


ACKNOWLEDGMENT
STATE OF OKLAHOMA          )ss.
                           )COUNTY OF TULSA


          BEFORE ME, the  undersigned,  a Notary Public,  in and for said County
     and State,  on this 19th day of June,  2000,  personally  appeared  William
     Stuart  Price,  known to me to be the  identical  person who  executed  the
     foregoing Assignment of Overriding Royalty Interest, and acknowledged to me
     that he executed the same as President and Sole  Shareholder  of DENVER OIL
     MINERAL  CORPORATION  as the  free  and  voluntary  act  and  deed  of said
     corporation for the uses and purposes therein set forth.

          IN WITNESS WHEREOF,  I hereunto set my official  signature and affixed
     my notarial seal the day and year last above written.

By /s/ Tina Marshall
Notary Public in and for Tulsa County, OK
My Commission expires: 7/12/01

__________

[SEAL]
STATE OF OKLAHOMA          )ss.
                           )COUNTY OF TULSA

          BEFORE ME, the  undersigned,  a Notary Public,  in and for said County
     and State, on this 19th day of June, 2000, personally appeared Frederick K.
     Slicker,  known to me to be the identical person who executed the foregoing
     Assignment of Overriding  Royalty Interest,  and acknowledged to me that he
     executed the same as Vice President of KBS  TECHNOLOGIES,  INC (which is in
     the  process of  changing  its name to PACIFIC  OIL,  INC.) as the free and
     voluntary  act and  deed of said  corporation  for the  uses  and  purposes
     therein set forth.

          IN WITNESS WHEREOF,  I hereunto set my official  signature and affixed
     my notarial seal the day and year last above written.

BY /s/ Tina Marshall
Notary Public in and for Tulsa County, OK

My Commission expires:

__________
[SEAL]